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EXHIBIT 5
January 16, 2001
IMS Health Incorporated
200 Nyala Farms
Westport, Connecticut 06880
Ladies and Gentlemen:
We have acted as counsel for IMS Health Incorporated, a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement") pursuant to the Securities
Act of 1933 (the "Securities Act"), with respect to up to 18,448,293 shares of
common stock, par value $.01 per share (the "Common Stock"), of the Company,
issuable under the IMS Health Incorporated 2000 Stock Incentive Plan and up to
226,504 shares of Common Stock issuable under the 1998 IMS Health Incorporated
Non-Employee Directors' Stock Incentive Plan (together with the 2000 Stock
Incentive Plan, the "Plans").
In rendering this opinion, we have examined and relied upon originals or
copies, certified or otherwise identified to our satisfaction of such records,
documents, certificates and other instruments, including but not limited to: (i)
the Restated Certificate of Incorporation of the Company, as amended to date,
(ii) the Amended and Restated Bylaws of the Company, (iii) the Plans, and (iv)
certain minutes of the corporate proceedings of the Board of Directors of the
Company. We have also made such investigation of law as in our judgment is
necessary or appropriate to enable us to render the opinions expressed below.
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all documents submitted to us as
copies.
The opinions set forth below are based on, and limited to, the General
Corporation Law of the State of Delaware and no opinion is expressed as to the
laws of any other jurisdiction.
Based on and subject to the foregoing, we are of the opinion that the
shares of Common Stock, when issued in accordance with the terms of the Plans
and as contemplated by the Registration Statement, will be duly authorized and
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not hereby admit that we
are within the category of persons whose consent is required by Section 7 of the
Securities Act. This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our express written consent.
Very truly yours,
DAY, BERRY & HOWARD LLP
BJR:GPD
